479 F. App'x 783
9th Cir.2012Background
- Stephens appealed district court denial of vacatur petition seeking to undo an arbitration award; Metzler cross-appealed denial of its attorney-fees request.
- Arbitrator found a cost-plus contract and that Change Order § 7.1.3.1 was waived by the parties' acts and conduct.
- Stephens argued the arbitrator exceeded powers by misinterpreting the contract; district court denied vacatur and Metzler moved to confirm the award.
- Court reviewed under 9 U.S.C. § 10(a)(4); vacatur requires the arbitrator’s interpretation to be outside the plausible range.
- Court held the arbitrator’s contract interpretation was at least plausible and affirmed confirmation of the award.
- Metzler argued for attorney fees under Hawaii rule permitting discretionary fees in confirmation; argued state-rule applicability was waived but federal law controls.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether arbitrator exceeded powers in contract interpretation | Stephens: excess of powers via improper interpretation | Stephens contends; Metzler supports plausible interpretation | Arbitrator’s interpretation plausible; vacatur denied |
| Whether waiver of Change Order § 7.1.3.1 was valid under contract | Stephens argues no waiver under contract terms | Metzler asserts waiver by conduct suffices | Waiver plausibly established; interpretation sustained |
| Whether district court correctly denied attorney fees for confirmation | Stephens not asserting fee entitlement under federal law | Metzler seeks Hawaiian rule-based fees | Federal law controls; denial of fees affirmed |
Key Cases Cited
- Lagstein v. Certain Underwriters at Lloyd’s, London, 607 F.3d 634 (9th Cir. 2010) (vacatur standard: plausible contract interpretation suffices)
- Wilart Associates v. Kapiolani Plaza, Ltd., 766 P.2d 1207 (Haw. Ct. App. 1988) (waiver of contract provisions possible by conduct)
- Certified Corp. v. Hawai#i Teamsters & Allied Workers, Local 996, 597 F.2d 1269 (9th Cir. 1979) (waiver despite contract limitations)
- Stewart v. Spalding, 23 Haw. 502 (Terr. 1916) (principle that cost-based compensation recognized under Hawaiian law)
- Polimaster Ltd. v. RAE Systems, Inc., 623 F.3d 832 (9th Cir. 2010) (distinguishes arbitration-violation cases from contract-interpretation cases)
- Johnson v. Gruma Corp., 614 F.3d 1062 (9th Cir. 2010) (default rule: federal law governs arbitration unless clear intent to apply state law)